Terms & Conditions
Welcome to the Group Purchasing Solutions website. Please review these terms and conditions carefully. By using this website, you agree to comply with and be bound by the following terms and conditions of use.
This agreement (the “Terms”) specifies the terms and conditions for access to and use of this public website, GroupPurchasingSolutions.com, and any other password protected web pages for GPS’ services (collectively, the “Website”). These Terms may be modified at any time by Group Purchasing Solutions (“GPS,” “us,” or “our”) upon posting of the modified agreement. Any modifications will be effective immediately as of its posting. Each use of this Website by you shall constitute and be deemed your unconditional acceptance of these Terms. If you purchase products or services from one of our suppliers, then you are subject to the guidelines, contracts, agreements and terms and conditions for such purchase.
These Terms create a legally binding agreement between you (the “User,” “Member,” “you,” “your,”) and Perks Marketplace, a division of Advancea, LLC, Advancea, LLC (“we”, “our”, “us”), its subsidiaries and its affiliates located worldwide (collectively “Advancea”) within the Advancea, LLC and its affiliates (which we may refer to as “Perks Marketplace,” “PerksMarketplace,” “Group Purchasing Solutions,” “GPS,” “Member Savings,” “Business AdvantEdge,” “BAE,” “Advancea,” “we,” “us,” or “our”) regarding your use of the Platform and provides access to You to the Service (defined in Section 2 below).
BY UTILIZING THE PLATFORM, YOU ACKNOLWEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THESE TERMS, WITHOUT LIMITATION OR QUALIFICATIONS. THESE TERMS ARE SUBJECT TO MODIFICATION.
We may choose to suspend, limit your access to Perks Marketplace if you violate these terms of conditions, or any other agreement you enter in to with us.
If you live in any of the following countries additional terms may apply to you and are viewable at the bottom of these Terms. We display the country within the Terms when applicable. These additional terms override the Terms below to the extent of any inconsistency.
Canada and all European countries.
A few important points:
- Terms of Sale. By making any purchase through the Platform with us, You also agree to the Terms of Sale of any third-party vendor and to the Terms of Sale that apply in your country or region.
Section 1. GROUND RULES
Eligibility. The Platform is not targeted towards, nor intended for use by, anyone under the age of 13. If you are between the ages of 13 and 18, you may only use the Platform under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are over the age of 18, you acknowledge that you are fully able and competent to comprehend, understand and enter into the terms, conditions, limitations, obligations, representations and warranties contained in these Terms. You are only eligible to use the Platform if you are of legal age in your country or if you have consent from your parent or guardian. There may be certain age restrictions for specific Platform services in various countries.
Rules for Registration. When you register for an account with us, you must:
- Provide accurate and current registration information.
- Keep your registration personal. Do not register for more than one Perks Marketplace account, register a Perks Marketplace account on behalf of someone else, or transfer your account.
- Keep your username, password and other login credentials secure and do not allow anyone else to use your account.
- Inform Perks Marketplace immediately of any unauthorized use of your Perks Marketplace account. You are responsible for anything that happens through your Perks Marketplace account – with or without your permission. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, PERKS MARKETPLACE IS NOT RESPONSIBLE FOR ANY LOSS OR ACTIVITY THAT RESULTS FROM THE UNAUTHORIZED USE OF YOUR ACCOUNT.
Section 2. DESCRIPTION OF SERVICE
Advancea provides Members with a Platform to access various business tools including without limitation, which may be adjusted from time to time: insurance, shipping, credit card processing, training, marketing and networking tools . Member agrees that unless otherwise provided, Advancea will not be providing these tools but will be providing Member with access to these tools through the Platform. You understand and agree that the Platform is provided “AS-IS”. Your use of the Platform is governed by this Term. Advancea may refuse service to any Member for any or no reason. Advancea may discontinue, change, add, update or revise any part of the Platform at any time and without notice.
Section 3. OWNERSHIP OF CONTENT
Except for User Content (defined below), all of the content on our Platform – including text, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features, articles, news stories, sketches, animations, stickers, general artwork and other content (“Content”) – is owned by Advancea or others we license Content from, and is protected by copyright, trademark, patent and other laws. Advancea reserves all rights not expressly described in these Terms.
- All trademarks, service marks and trade names (e.g., the Perks Marketplace name and the Perks Pin Wheel design) are owned, registered and/or licensed by Advancea.
- You do not acquire a license or any ownership rights to any trademarks, service marks, or trade names through your access or use of the Platform or Content.
- You agree not to change or delete any ownership notices from materials downloaded or printed from the Platform.
- To the extent Advancea approves the download or use of Content comprised of copyrights or copyrightable works, Advancea grants you a limited, personal, non-transferable, non-sublicensable, and revocable license to access and use such copyrights or copyrightable works solely for their intended purpose and solely for as long as Advancea makes such Content generally available to the public.
- You do not acquire any ownership rights in the Content (including any trademarks or other intellectual property included in the Content), and all such Content is intended for personal, non-commercial use.
- Advancea reserves the right to monitor your use and to alter or revoke this license or your access to the Content at any time and for any reason. Advancea reserves the right to take down any Content in violation of these terms or Advancea’s intellectual property rights.
- Advancea allowing you this limited use does not constitute a waiver of any of Advancea’s rights to the Content.
- Outside of the specific usage rights granted to you by Advancea in connection with the Platform, you agree not to use, copy, edit, translate, display, distribute, download, transmit, sell, create derivative works of, or in any way exploit any Content, including User Content (unless it is your own User Content that you legally post on the Platform), without Advancea’s prior written consent.
- Unauthorized use of the Content may constitute a breach of copyright, trademark or other intellectual property laws and may subject you to criminal and/or civil charges and penalties.
Section 4. POSTING CONTENT ON THE PLATFORM
User Content License. Some parts of the Platform allow you to post photos, videos, feedback, reviews, comments, and other content, which we refer to as “User Content.” Advancea is not responsible for User Content others post to the Platform. User Content is owned by you or whoever created it, but when you post User Content you license it to Advancea as described below:
- You represent that you have the right to post your User Content, and you grant Advancea a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use any of the User Content that you post on or in connection with the Platform, including the likeness of any person that appears in the User Content, or any of the concepts or ideas contained in the User Content, for any purpose, including commercial use, which includes the right to translate, display, reproduce, modify, create derivative works, sublicense, distribute and assign these rights.
- Advancea may, in its sole discretion, remove any User Content at any time.
- You understand that deleted User Content may persist in Advancea’s systems and on the Platform to the extent your User Content has been publicly posted or shared with others who have not deleted it, unless you or the relevant individual request deletion or blocking of personal data in accordance with applicable law.
- Content you share with us, may be used without: notice, compensation, or acknowledgement to you, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving products and services.
Section 5. USER CODE OF CONDUCT
We’re excited to have you contribute to the Perks Marketplace community. Here are a few basic rules:
- Only post User Content to the Platform if you have all permissions and rights needed to make that User Content available, including from any individuals who appear or are mentioned in your User Content.
- Do not do anything that may expose Perks Marketplace or its users to any type of harm, including anything that may disrupt, damage, disable, tamper with, overburden or limit the functionality of the Platform.
- Do not post User Content that contains software viruses, programs or other computer code, and do not circumvent or modify any Platform software or security technology.
- Do not use any data mining, robots, scraping or similar data gathering methods.
- Unless we indicate otherwise, our Platform is a public place. Do not post personal information to the Platform – yours or anybody else’
- Do not post any advertising, solicitation or commercial content on the Platform or accept payment from a third party in exchange for performing commercial activity on the Platform.
- Do not collect or solicit personal information from other Platform users or send unsolicited messages.
- Do not use automated technology to interact with the Platform.
- Respect the community and do not post User Content, link to a website, or do anything that is illegal, misleading, malicious, harassing, inaccurate, discriminatory, or otherwise objectionable or inappropriate or which violates any applicable laws. Advancea has the right to prescreen, monitor, or remove User Content – but we have no obligation to do so.
- Do not impersonate any person or organization, including Advancea employees.
Section 6. COPYRIGHT INFRINGEMENT
Advancea may terminate the accounts of Platform users found to infringe third party copyrights. Please consult your legal advisor before filing a notice with us because there may be penalties for false claims.
If you believe that your work has been improperly copied to the Platform, such that it constitutes infringement, please provide us with the following information:
(a) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/her behalf;
(b) a description of the copyrighted work that you claim has been infringed;
(c) a description of where on the Platform the content that you claim is infringing is located;
(d) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(e) a statement by you, made under penalty of perjury (depending on applicable law), that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Send copyright infringement complaints to:
Legal Department (Copyright)
803 W. Broad St, Suite 730, Falls Church, VA 22046
Section 7. COMMUNICATION
You agree that Advancea may communicate with you via email. This includes any legal notice under this Agreement as well as notice for any changes made to this Term.
Section 8. PARTNERS ON THE PLATFORM
Third Parties. Any time you interact with a third party through the Platform, you become subject to their terms of condition and privacy policies. Advancea is not responsible for any action you take as a result of your interaction with a third party. Advancea may implement an application or “widget” from a third party on some of our sites and apps that allows interaction or content sharing by Advancea users. These widgets are visible to you on the page you visit. The network providing the widget may offer controls for you to manage the widget’s appearance and functionality. Your interaction with a widget typically allows the third party to collect some information about you, including IP address, page header information, and browser information. In some cases, the third party may recognize you through its widgets even when you do not interact with the widget but visit a web page or use an app with the widget.
Advertising Technologies. Most advertisements you see on Perks Marketplace are served by Advancea. However, we also allow certain companies to serve advertisements and collect information within our Platform. These companies include third party ad servers, ad agencies, technology vendors, providers of sponsored content, research firms, and other companies that help us provide more effective advertising.
These companies do things like help us deliver ads to people who are most likely to be interested in seeing them, keep track of the number of users who saw a particular ad or visited a particular page of one of our websites, analyze the effectiveness of our ads, and provide auditing, research and reporting for advertisers. Because your browser, app, or device communicates with the third party’s servers, these companies can collect information, including your IP address, page header information, browser or device information, just as if you had requested their webpage or used their apps directly. These companies may collect information to deliver you customized ads on both Advancea and non-Advancea websites, applications, and services. In some situations, Advancea may interact with these companies outside of your browser or device, directly between our web servers. Some of these companies participate in industry-developed programs designed to provide consumers with choices about whether to receive interest-based ads.
Biometric Technology Providers. The biometric technology providers with which our software will work are listed below. These companies may provide users choices about how they collect and use information. For more information, please review their privacy policies.
- Apple – Integration of Apple’s TrueDepth API into Advancea applications may allow you to use the Advancea application, in combination with your device’s camera, to virtually apply face paint filters or face accessories to your facial image (this TrueDepth API functionality is collectively referred to below as “face filters”).
The Advancea application will require access to your device’s camera in order for you to use the face filter functionality. This access may be toggled on or off at any time in your device’s settings.
The camera images and any resulting data from your use of face filters are only used for the current session and to provide the face filter functionality. The live video feed that you see while using the face filters is only used for the purpose of providing the feature, and this data is not stored locally or remotely. Further any data related to your use of face filters is stored only on the device, and only for the duration of your current face filter session. Each time the home screen is presented or the application is closed, the data is deleted. Advancea does not store or share with third parties data related to your use of the face filters functionality.
Voice and Digital Assistant Providers. The voice and digital assistant providers with whom we work are listed below. These companies may provide users choices about how they collect and use information. For more information, please review their privacy policies.
Advancea applications may allow you to interact with them using Apple’s Siri functionality (iOS 12 or above). Use of Apple’s Siri with Advancea applications requires your recorded audio data be sent to Apple for speech recognition, processing and/or transcription purposes. Such audio data may be used by Apple to improve and provide Apple products and services.
Other Partnerships. Advancea partners with companies who may offer products or services to you based on the current page content or other criteria. These partners may be in the form of the “Ad” and/or “Featured Benefit” bar. Because your browser, app, or device must request the content from the partner’s servers, these providers can collect your information, including your IP address, page header information, and browser information:
Section 9. IMPORTANT DISCLAIMERS
PHYSICAL ACTIVITY. The Platform may include features that promote physical activity, nutrition or general wellness. They are for your informational purposes only and are not intended as medical advice or services, or for diagnostic or treatment purposes.
- Consider the risks involved and consult with your medical professional before engaging in any physical activity.
- Never disregard professional medical advice or delay in seeking it because of something you have viewed on the Platform.
- [See Canadaterms, because the following exclusions and limitations may not apply to you.]
USER INTERACTIONS. To the extent allowed by applicable law, we are not responsible for your interactions with other users of the Platform or any damage or harm you may experience because of these interactions.
- Be responsible and take precautions when interacting with other users (including users you do not know) on the Platform. Before you meet another person face-to-face, consider investigating, bringing a friend, choosing public locations and letting someone know where you will be. Advancea is under no obligation to become involved with any user dispute but may do so at its own discretion.
- We hope you enjoy and get the full benefit of the Platform; however, we do not guarantee any results.
- The Platform, Content, and the materials and products on this Platform are provided “AS-IS.” We do not make any promises of any kind, including about the Platform’s accuracy, adequacy, usefulness, reliability or otherwise. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ADVANCEA IS NOT RESPONSIBLE OR LIABLE FOR ANY USER CONTENT POSTED ON THE PLATFORM.
- Advancea does not guarantee that the Platform will be uninterrupted or error-free, that any defects will be corrected, or that the Platform is free of viruses or anything else harmful.
- To the fullest extent permitted by law, Advancea disclaims all warranties, express or implied, regarding the Platform, Content, User Content and any products or services you may obtain or access through the Platform, including, but not limited to, implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
- You are solely responsible for any damage to your Device resulting from accessing the Platform, to the extent applicable law does not provide otherwise.
Section 10. TERMINATION
Advancea may terminate or modify any Advancea Platform, member program, product or service at any time without notice.
Advancea may terminate or suspend your account, delete your profile or any of your User Content, and restrict your use of all or any part of the Platform at any time and for any reason, without any liability to Advancea, subject to applicable law.
- You understand and agree that some of your User Content, particularly that which is displayed in an activity feed or in other public places on the Platform, may continue to appear publicly even after your account is terminated, subject to your right to have your User Content removed upon request in accordance with applicable law.
- These Terms remain in effect even after your account is terminated or you have stopped using the Platform.
Section 11. INDEMNIFICATION / LIMITATION OF LIABILITY
LIMITATION OF LIABILITY. NONE OF THE ADVANCEA PARTIES WILL BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION FOR ANY LOST PROFITS OR LOST DATA, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM OR THE PERFORMANCE OF THE PRODUCTS PURCHASED THROUGH THE PLATFORM OR THE CONDUCT OF OTHER PLATFORM USERS (WHETHER ONLINE OR OFFLINE), OR ATTENDANCE AT A Advancea EVENT OR Advancea PARTNER EVENTS, OR ANY USER CONTENT OR ANY OTHER ACTIVITY IN CONNECTION WITH THE USE OF THE PLATFORM, EVEN IF Advancea HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM. YOUR ONLY REMEDY AGAINST Advancea IN CONNECTION WITH ANY DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR ANY CONTENT IS TO STOP USING THE PLATFORM. IF Advancea IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM OR ANY CONTENT, ADVANCEA’S LIABILITY SHALL NOT EXCEED USD $100.00 OR EURO 100.00 IF YOU LIVE IN EUROPE. *or the equivalent of $100 USD in your jurisdiction. Some jurisdictions do not permit certain limitations or exclusions on liabilities, legal warranties and remedies, so these exclusions/limitations may not apply to you. [See Canada terms.]
Section 12. APP MARKETPLACES: You acknowledge that this agreement is between you and Advancea only, and not with the app marketplace where you downloaded an Advancea app (e.g. for iOS users, the App Store operated by Apple Inc. or for Android users, the Google Play store operated by Google Inc.).
Section 13. DISPUTES / ADDITIONAL TERMS
Choice of Law/Jurisdiction
- You agree that this Platform is a passive platform solely based in Virginia, USA, which does not give rise to personal jurisdiction over Advancea in jurisdictions other than Virginia.
- Except where prohibited by applicable law, and without limitation to any statutory rights for consumers, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to the Platform (including but not limited to the purchase and inquiries of Advancea products and services) shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Fairfax County, Virginia, USA.
- You consent to waive all defenses of “lack of personal jurisdiction” and “inconvenient forum” with respect to venue and jurisdiction in the state and federal courts of Fairfax County, Virginia.
- All claims shall be brought within one (1) year after the claim arises, except to the extent a longer period is required by applicable law.
- If you live in any of the following countries, different “Choice of Law/Jurisdiction” terms may apply to you: Canada and all European countries.
- By using the Platform, you agree to receive certain electronic communications from Advancea, subject to applicable law.
- You agree that any notice, agreement, disclosure or other communication that Advancea sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Right to Assign, No Waivers, Sever-ability
- Advancea may assign its rights and duties under these Terms to any party at any time without notice to you, unless notice to you is required by applicable law, but this will not affect your rights or our obligations under these Terms.
- Advancea’s failure to insist upon or enforce strict performance of these Terms is not a waiver of any of these Terms or Advancea’s rights. Users should always assume these Terms apply.
- If any provision in these Terms is held invalid or unenforceable, the remainder of these Terms shall continue to be enforceable.
COUNTRY SPECIFIC TERMS
The section titled “Our Terms May Change” is qualified by the following:
“(a) Advancea must send to you, at least 30 days before the amendment comes into force, a written notice drawn up clearly and legibly, setting out the new clause and the date of the coming into force of the amendment; and
(b) you may refuse the amendment and rescind or, in the case of a contract involving sequential performance, cancel the contract without cost, penalty or cancellation indemnity by sending Advancea a notice to that effect no later than 30 days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction in Advancea’s obligations.”
MULTIPLE SECTIONS: The terms set forth in the sections titled “Physical Activity”, “Warranty Disclaimer”, “Indemnification/Limitation of Liability”, and “Limitation of Liability” are qualified by the following:
“Consumer protection laws in some jurisdictions, including Quebec, do not allow for the limitations and exclusions of warranties on purchased products. If these laws apply to you, the exclusions or limitations in the following sections may not apply: Physical Activity, Warranty Disclaimer, Indemnification/Limitation of Liability, and Limitation of Liability.”
SECTION 14 (DISPUTES/ADDITIONAL TERMS): this section is modified as follows:
The sub-section titled “CHOICE OF LAW/JURISDICTION” is modified by adding the following at the beginning of the section:
“Consumer protection laws in some jurisdictions, such as Quebec, might require that your agreement be governed by the laws of your jurisdiction and heard by competent courts in your jurisdiction. In addition, such laws may not allow you to waive your right to be part of a class action or to limit your time limitation to commence legal proceedings. If these laws apply to you, the following limitations may not be applicable.”
The following revisions apply to all European countries, except Austria, France, Germany, Italy, Poland and Switzerland, which have other specific revisions to these terms applicable to European Countries.
Section 14 (DISPUTES/ADDITIONAL TERMS): this section is modified as follows:
The sub-section titled “CHOICE OF LAW/JURISDICTION” is deleted in its entirety and replaced with the following (except the last bullet point regarding bringing claims, which remains unchanged):
“Choice of Law/Jurisdiction”
- You agree that the Platform, Terms, and any dispute between you and Advancea shall be governed in all respects by Dutch law, without regard to choice of law provisions, and not by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
- Except where prohibited and without limitation to any statutory rights for consumers, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to the Platform (including but not limited to the purchase of Advancea products and services) shall be resolved and exclusively in the competent courts of Amsterdam, the Netherlands.”
Premier Healthcare Alliance Participation Agreement. By using the Platform, You (“Participating Member”) may be offered a product(s) and/or service(s) provided by one of Advancea’s Third Party partnerships through Premier Healthcare Alliance, L.P. (“Premier”). The following terms have been edited slightly from their original text. The original text is available upon request. As such, participating in a product(s) and/or service(s) administrated by Premier you agree to the following:
- Participating Member hereby designates Premier Healthcare Alliance, L.P. (“Premier”) to act as Participating Member’s group purchasing agent for the products and services (collectively, “Products”) purchased by Participating Member through the group purchasing program (“Program”). Participating Member hereby acknowledges and agrees that Premier will act as Participating Member’s primary group purchasing organization for the Products it elects to access through the Program. To the extent there is no conflict with Participating Member’s existing vendor agreements and for the Products that Participating Member elects to access through the Program, Participating Member will utilize Premier’s Program contracts and will look first to the Program for its purchasing needs and give first consideration to Premier’s Program contracts. Participation by Participating Member in the Program is expected at the overall portfolio level rather than at the individual contract basis.
- Participating Member is hereby notified that Program vendors (“Vendors”) pay to Premier an administrative fee of three percent (3%) or less of the purchase price of the Products such Vendors provide, which may be apportioned between Premier and its affiliates pursuant to a separate agreement. In the event there are any exceptions to the foregoing statement, they will be noted in a report located in Premier’s online member portal. Participating Member represents, warrants and agrees that it is not a healthcare provider of service. In the event Participating Member becomes a healthcare provider of service, then Participating Member agrees to immediately notify Premier and execute the Premier membership application designated for the healthcare class of trade.
- In the event Participating Member has multiple locations the Participating Member represents that it has authority over all purchases, including liability for payment of invoices, for each of its locations, if purchases are made through one login.
- Participating Member represents and warrants that it complies with all applicable federal, state and local laws and regulations and that it has not: (i) been listed by any federal or state agency as excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs; or (ii) been convicted of any crime relating to any federal and/or state program.
- In addition to compliance with the terms and conditions contained in this Agreement, Participating Member shall comply with all Premier policies pertinent to the Premier program, to the extent applicable to Participating Member, as published from time to time on Premier’s website. Participating Member agrees that in the event of a conflict between any of the terms of this Agreement and any such policy, the terms of this Agreement shall control.
- Participating Member will use all products it purchases through the Premier program solely for its own operations and will not re-sell any such products outside of the Participating Member’s business operation.
- This Agreement represents the entire agreement between Premier and Participating Member regarding the Premier program and supersedes any prior oral or written agreement concerning such subject matter.
- By using our Platform, you authorize us share any information you have provided to us with Premier.You agree to be bound by Premier’s Terms and Conditions. To opt out of the Premier platform, you must send a written request to us. Once a written request to opt out is received by us, we will use commercially reasonable efforts to have you excluded from the Premier platform. Note, your information is shared with Premier at the time you sign up for our Platform.
- Participating Member agrees to protect the confidentiality of the Premier program’s group contract prices and terms, and in no event to leverage the program’s prices to obtain a better price. Participating Member (and its agents, employees and representatives) shall keep confidential the proprietary and confidential information of Premier and its affiliates and shall not disclose such information to any third parties other than Participating Member’s employees with a need to know (who have been made aware of this provision by Participating Member and agree in writing to comply with it). Such confidential information includes, without limitation, Premier’s and its affiliate’s plans, reports, proposals, agreements, organizational documents, clinical studies, software, pricing information, contract catalogs (printed and electronic) and contract terms and pricing of participating vendors. Participating Member’s obligation to maintain the confidentiality of such information shall remain in effect continuously throughout the period of its membership in Premier and for a period of five (5) years thereafter.
- Subject to the confidentiality provisions contained herein and any third-party confidentiality obligations to which Participating Member is subject, Participating Member agrees to permit reasonable access to all data directly related to the purchasing of products by Participating Member. Participating Member grants to Premier and its affiliates a nonexclusive, royalty free, perpetual, irrevocable, worldwide, and sub-licensable right and license to aggregate, compile, decompile, manipulate, reproduce, modify, supplement, adapt, translate, create derivative works from, distribute, publish, disclose and otherwise use Participating Member data: (i) to provide the program and other products and services provided, or that may in the future be provided, by Premier or any of its affiliates; (ii) to perform Premier’s obligations or to exercise its rights under its Terms and Conditions; (iii) as part of products or services provided by Premier or any of its affiliates for Participating Member, including quality improvement initiatives, supply chain consulting services and data analytic services; and (iv) for any commercial purpose on a blinded and aggregated basis.
- In the event any Participating Member is operated by a state, federal or municipal agency and therefore subject to applicable open records laws that may require Participating Member to release confidential or proprietary information of Premier and its affiliates, Participating Member shall promptly notify Premier of any request under such laws for the release of such information. Further, Participating Member shall cooperate in good faith with Premier and use its best efforts to assist Premier in preventing the release of such information to the extent consistent with applicable law.
- Participating Member represents and warrants that its acceptance of Premier’s terms and conditions does not conflict with or violate any other agreement or obligation to which Participating Member is subject or by which it is bound.
- Participating Member acknowledges and agrees that Premier, its affiliates and their respective directors, officers, employees, and agents will not be liable for the acts or omissions of Premier’s contracted Vendors, or for any representations or warranties made by such Vendors.
- If Participating Member sells products and/or services to other businesses then the following additional terms apply: If at any time Participating Member enters into a group purchasing agreement with Premier or any of its affiliates (collectively “Premier Group”) pursuant to which Participating Member agrees to pay any member of the Premier Group an administrative fee in connection with the purchase of Participating Member’s products or services by members of a group purchasing organization operated by any member of the Premier Group, then, thirty (30) days after the date of award of such agreement, (i) this Agreement shall automatically terminate; and (ii) Participating Member’s membership in the Program shall terminate. Participating Member represents and warrants that Participating Member and its affiliates, and their respective employees, agents and representatives (the “Member Group”), shall not reference Premier or Premier’s group purchasing program in any written or verbal communication, including without limitation a reference to the existence of a contractual or other relationship between Participating Member and Premier, without obtaining Premier’s prior written consent. In addition, Participating Member acknowledges and agrees that neither Premier nor its partners, including without limitation Participating Member’s Sponsor (defined in Section O), will provide the Member Group with access to any Premier tools, including without limitation Supply Chain Advisor and Premier’s membership roster. Participating Member further agrees that the Member Group will not use any confidential information of Premier, including any Premier pricing or membership information, for any business purpose of the Member Group, including without limitation, sales targeting. Any Premier confidential information obtained by the Member Group will be used solely to purchase Products under Premier group purchasing agreements.
- Participating Member authorizes Premier to individually activate group purchasing contracts on its behalf.
- Premier shall have the right in its sole and absolute discretion to immediately terminate or deny the membership of Participating Member or any facility or organization: (i) in the event Participating Member or such facility or organization acts in a manner that is inconsistent with the program’s spirit of intent or violates the participation requirements of the program; or (ii) whose involvement with Premier has the potential to damage the reputation of Premier and/or any of its affiliated companies.
- If Participating Member wishes to participate in the Premier foodservice program, the terms and conditions of Exhibit A shall apply.
- Participating Member will not independently solicit quotations from a Premier Vendor for Products covered in the Program without any involvement by Premier. To the extent consistent with the participation expectations of the Program, any locally negotiated arrangements between Participating Member and contracted Vendors in the Program shall be subject to the terms and conditions of the applicable Premier Program contract such that Premier is credited with any sales resulting from such arrangements.
- The initial term of this Agreement shall be for three (3) years commencing on the date Participating Member executes this Agreement (“Initial Term”). This Agreement shall automatically renew for additional two-year terms (each a “Renewal Term” and “Initial Term” and “Renewal Term” are collectively “Term”) unless either party provides the other with written notice of its intent not to renew at least ninety (90) days prior to the expiration of the then current Term.